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<br />10. Indemnification. Except as otherwise provided in this paragraph, the Service Provider
<br />hereby agrees to defend and indemnify the City from any and all Claims arising out of, in
<br />connection with, or incident to any negligent or intentional acts, errors, omissions, or conduct by
<br />Service Provider (or its employees,) relating to this Agreement, whether such Claims sound in
<br />contract, tort, or any other legal theory. The Service Provider is obligated to defend and
<br />indemnify the City pursuant to this paragraph whether a Claim is asserted directly against the
<br />City, or whether it is asserted indirectly against the City, e.g., a Claim is asserted against
<br />someone else who then seeks contribution or indemnity from the City. The Service Provider's
<br />duty to defend and indemnify pursuant to this paragraph is not in any way limited to, or by the
<br />extent of, insurance obtained by, obtainable by, or required of the Service Provider. The Service
<br />Provider shall not indemnify the City for Claims caused by the negligence of the City. If (1)
<br />RCW 4.24.115 applies to a particular Claim, and (2) the bodily injury or damage to property for
<br />which the Service Provider is to indemnify the City is caused by or results from the concurrent
<br />negligence of (a) the Service Provider, its employees, subcontractors/subconsultants or agents
<br />and (b) the City, then the Service Provider's duty to indemnify shall be valid and enforceable
<br />only to the extent allowed by RCW 4.24.115. Solely and -expressly for the purpose of its duties
<br />to indemnify and defend the City, the Service Provider specifically waives any immunity it may
<br />have under the State Industrial Insurance Law, Title 51 RCW. The Service Provider recognizes
<br />that this waiver of immunity under Title 51 RCW was specifically entered into pursuant to the
<br />provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used in this
<br />paragraph: (1) "City" includes the City's officers, and employees, and (2) "Claims" include, but
<br />is not limited to, any and all losses, claims, demands, expenses (including, but not limited to,
<br />attorney's fees and litigation expenses), suits, judgments, or damage, irrespective of the type of
<br />relief sought or demanded, such as money or injunctive relief, and irrespective of whether the
<br />damage alleged is bodily injury, damage to property, economic loss, general damages, or special
<br />damages. If, and to the extent, Service Provider employs or engages subconsultants or
<br />subcontractors, then Service Provider shall ensure that each such subconsultant and subcontractor
<br />(and subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend and
<br />indemnify the City to the extent and on the same terms and conditions as the Service Provider
<br />pursuant to this paragraph.
<br />11. Insurance.
<br />A. Service Provider shall comply with the following conditions and procure and keep in
<br />force during the term of this Agreement, at Service Provider's own cost and expense, the
<br />following policies of insurance with companies authorized to do business in the State of
<br />Washington, which are rated at least "A" or better and with a numerical rating of no less than
<br />seven (7), by A.M. Best Company and which are acceptable to the City.
<br />1. Workers' Compensation Insurance as required by Washington law and
<br />Employer's Liability Insurance with limits not less than $1,000,000 per occurrence. If the
<br />City authorizes sublet work, the Service Provider shall require each subcontractor to
<br />provide Workers' Compensation Insurance for its employees, unless the Service Provider
<br />covers such employees.
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